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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ABR INFORMATION SERVICES, INC.
(Name of Subject Company)
SPRING ACQUISITION CORP.
CERIDIAN CORPORATION
(Bidders)
VOTING COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
00077R 10 8
(CUSIP Number of Class of Securities)
GARY M. NELSON
CERIDIAN CORPORATION
8100 34TH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55425
(612) 853-4291
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
with copies to:
TIMOTHY J. SCALLEN
THOMAS C. THOMAS
OPPENHEIMER WOLFF & DONNELLY LLP
PLAZA VII BUILDING
45 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 607-7000
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 filed
on May 7, 1999, as thereafter amended (as amended, the "Schedule 14D-1"), by
Spring Acquisition Corp. a Florida corporation (the "Purchaser"), and a wholly
owned subsidiary of Ceridian Corporation, a Delaware corporation ("Parent"),
with respect to the tender offer to purchase all of the outstanding shares of
voting common stock, par value $0.01 per share, of ABR Information Services,
Inc., a Florida corporation (the "Company"), at $25.50 per share, net to the
seller in cash, without interest, hereby amends such Schedule 14D-1 to add the
following information:
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser and Parent"), Section 10 ("Background of
the Merger"), Section 11 ("Purpose of the Offer and Merger; Plans for the
Company; the Merger Agreement") and Section 13 ("Certain Conditions of the
Offer") of the Offer to Purchase is incorporated herein by reference.
Clause (iii) of the first paragraph of Section 13 ("Certain Conditions of
the Offer") is hereby amended to replace the phrase, "and at any time prior to
acceptance for payment for any such Shares" with the phrase, "and at any time
prior to the expiration of the Offer".
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in Section 12 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.
Section 12 of the Offer to Purchase is hereby amended by replacing the
first paragraph in its entirety as follows:
"The total amount of funds required by the Purchaser to purchase all
of the outstanding Shares pursuant to the Offer and to pay fees and
expenses related to the Offer and the Merger is expected to be
approximately $771.5 million. The Offer and Merger are not conditioned on
the ability of the Purchaser or Parent to obtain financing. The Purchaser
plans to obtain all funds needed for the Offer and the Merger through a
capital contribution which will be made by Parent. Parent plans to obtain
the funds for such capital contribution from a combination of (i) existing
cash balances, (ii) borrowings under its existing Amended and Restated
Credit Agreement dated as of December 12, 1995, as amended and restated as
of July 31, 1997, among Parent and the various lenders specified therein
(the "Credit Agreement"), (iii) borrowings under a short-term loan
facility to be established pursuant to the terms of a financing
commitment letter (the "Commitment"), dated May 4, 1999, from Bank of
America National Trust and Savings Association ("BA"), and NationsBanc
Montgomery Securities LLC ("NM Securities") (collectively, the
"Commitment Lenders"), and (iv) the net proceeds of a private placement
of debt securities (the "Term Financing") if the Offer or Merger is
completed as of or following the closing of the private placement."
Section 12 of the Offer to Purchase is hereby amended by replacing the
second to the last paragraph (entitled "Term Financing") in its entirety as
follows:
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"FINANCING. Parent expects to raise funds through the issuance
of debt securities in one or more transactions. Parent has entered into an
engagement letter with NM Securities (now Banc of America Securities LLC)
relating to the issuance of $450 million of Parent's unsecured senior notes
to be privately placed pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"). It is
anticipated that this private placement will close either concurrently with
or shortly after completion of the Offer. The net proceeds from the
private placement will be used either to fund the purchase of Shares in the
Offer and the Merger, or, if the closing of the private placement takes
place after completion of the Offer or the Merger, to repay any short-term
borrowings under the Commitment used to fund the purchase of Shares in the
Offer or the Merger. Neither the Offer nor the Merger are contingent upon
successful completion of the private placement.
It is anticipated that the term of the notes will be from three to ten
years. The interest rate has not been determined. The notes will be
general unsecured obligations of Parent and will rank PARI PASSU in right
of payment with all other senior indebtedness of Parent and senior in right
of payment to all future subordinated indebtedness of Parent. The notes
will not be guaranteed by any of Parent's subsidiaries.
The notes will not be registered under the Securities Act or any
securities laws of any state or other jurisdiction. Parent will, however,
agree to file a registration statement with the Commission relating to an
offer to exchange the notes for a new issue of substantially identical debt
securities registered under the Securities Act as evidence of the same
underlying obligation of indebtedness."
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in the Introduction, Section 10
("Background of the Merger"), Section 11 ("Purpose of the Offer and Merger;
Plans for the Company; the Merger Agreement") and Section 13 ("Certain
Conditions of the Offer") of the Offer to Purchase is incorporated herein by
reference.
Clause (iii) of the first paragraph of Section 13 ("Certain Conditions of
the Offer") is hereby amended to replace the phrase, "and at any time prior to
acceptance for payment for any such Shares" with the phrase, "and at any time
prior to the expiration of the Offer".
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Introduction, Section 8 ("Certain
Information Concerning the Company"), Section 9 ("Certain Information Concerning
the Purchaser and Parent"), Section 10 ("Background of the Offer") and Section
11 ("Purpose of the Offer and Merger; Plans for the Company; the Merger
Agreement") of the Offer to Purchase is incorporated herein by reference.
The seventh line of the fifth paragraph (the paragraph beginning "The
Company Projections set forth below...") of Section 8 ("Certain Information
Concerning the Company") is hereby amended by deleting the phrase, ", the
Company". The respective sentence now begins, "None of Parent, the Purchaser or
any of their respective representatives...".
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser and Parent"), Section 10 ("Background of
the Offer"), Section 11 ("Purpose of the Offer and Merger; Plans for the
Company; the Merger Agreement") and Section 13 ("Certain Conditions of the
Offer") of the Offer to Purchase is incorporated herein by reference.
Clause (iii) of the first paragraph of Section 13 ("Certain Conditions of
the Offer") is hereby amended to replace the phrase, "and at any time prior to
acceptance for payment for any such Shares" with the phrase, "and at any time
prior to the expiration of the Offer".
ITEM 10. ADDITIONAL INFORMATION.
(f) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, the Merger Agreement and Amendment No. 1 to the Merger
Agreement, copies of which are attached hereto as Exhibits (a)(1), (a)(2),
(c)(1) and (c)(3), respectively, is incorporated herein by reference.
The seventh line of the fifth paragraph (the paragraph beginning "The
Company Projections set forth below...") of Section 8 ("Certain Information
Concerning the Company") is hereby amended by deleting the phrase, ", the
Company". The respective sentence now begins, "None of Parent, the Purchaser or
any of their respective representatives...".
Clause (iii) of the first paragraph of Section 13 ("Certain Conditions of
the Offer") is hereby amended to replace the phrase, "and at any time prior to
acceptance for payment for any such Shares" with the phrase, "and at any time
prior to the expiration of the Offer".
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(c)(3) Amendment No. 1 to Agreement and Plan of Merger dated as of June
3, 1999 among Parent, the Purchaser and the Company.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Dated: June 3, 1999 CERIDIAN CORPORATION
By: /s/ Gary M. Nelson
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Gary M. Nelson
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SPRING ACQUISITION CORP.
By: /s/ Gary M. Nelson
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Gary M. Nelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(c)(3) Amendment No. 1 to Agreement and Plan of Merger dated as of June
3, 1999 among Parent, the Purchaser and the Company.
</TABLE>
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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 (this "Amendment") to the Agreement and Plan of Merger
is made of as of June 2, 1999 by and among ABR Information Services, Inc., a
Florida corporation (the "Company"), Ceridian Corporation, a Delaware
corporation ("Parent"), and Spring Acquisition Corp., a wholly-owned subsidiary
of Parent and a Florida corporation ("Merger Sub").
WHEREAS, the Company, Parent and Merger Sub have entered into that certain
Agreement and Plan of Merger, dated as of April 30, 1999 (the "Merger
Agreement");
WHEREAS, the Company, Parent and Merger Sub wish to make certain
modifications thereto;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Annex A to the Merger Agreement is hereby amended by deleting the
phrase ", and at any time prior to acceptance for payment for any such
Shares," in clause (iii) of the introductory paragraph thereof, and
inserting in its place the phrase ", and at any time prior to expiration of
the Offer,".
2. This Amendment is governed by, and shall be construed in accordance
with, the laws of the State of Florida.
3. Except as herein expressly amended, the Merger Agreement is ratified
and confirmed in all respects and shall remain in full force and effect in
accordance with its terms.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first written
above.
ABR INFORMATION SERVICES, INC.
By: /s/ James E. MacDougald
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Name: James E. MacDougald
Title: President and Chief Executive
Officer
CERIDIAN CORPORATION
By: /s/ Gary M. Nelson
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Name: Gary M. Nelson
Title: Vice President, General Counsel
and Secretary
SPRING ACQUISITION CORP.
By: /s/ Gary M. Nelson
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Name: Gary M. Nelson
Title: President and Chief Executive
Officer
